Exhibit 10.124


 





CONVERTIBLE PROMISSORY NOTE


AND WARRANT PURCHASE AGREEMENT


 


 


THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
is made as of March 1, 2014 by and between Mr. Ken Kopf, (the “Investor”) and VG Life Sciences, Inc. (the "Company"
or “VGLS”).


 


THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.Purchase and Sale of Notes.


 


1.1Purchase and Sale of Note. Subject
to the terms and conditions of this Agreement and pursuant to a promissory note in the form attached hereto as Exhibit A (the
“Note”), the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at
the Closing a Note in the principal amount of Thirty Thousand Dollars ($30,000) at a price equal to one hundred percent (100%)
of the principal amount thereof (the “Investment”). For clarification, this Agreement replaces and satisfies all obligations
pursuant to the Investor’s Unsecured Convertible Debenture, dated August 12, 2012, including any accrued interest and penalties
and default provisions thereunder , as acknowledged and agreed by Investor and Company in accordance with the March 1, 2014 Amendment
to Unsecured Convertible Debenture. Both the Note and the Warrant (as defined in Section 1.2 below) include a cashless exercise
feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between
the warrant exercise price and the then- trading value of the underlying VGLS Shares. The Note is convertible into Shares at a
conversion rate equal to the lowest three-day average closing price of the Shares starting on July 16, 2013 and ending on September
15, 2013 (the “Period”), minus a ten percent (10%) discount. The Note will be convertible into Shares in four equal
tranches (25% each) on the following dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. The Note
carries an eight percent (8%) per annum interest, and any unconverted shares automatically convert into Shares on September 15,
2015, and will not be prepayable at any time by VGLS.


 


1.2Purchase and Sale of Warrant. Subject to the terms
and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to sell and issue to the Investor at the
Closing, a warrant in the form attached hereto as Exhibit B (the “Warrant”) to purchase shares of a series of the Company's
Common Stock. In addition to the Notes, Investor will receive warrant coverage (“Warrants”) for 120,000 Shares at $0.45
per Share, which includes a cashless exercise feature. The Warrants will be exercisable on any date from and including the four-year
anniversary of the date of this Agreement and the five-year anniversary thereof.


 


1.3Closing.


 


(a)The purchase and sale of the Note and Warrant shall take place at the offices of Investor at 10:00
A.M. between March 1, 2014 and March 31, 2014, or at such other time and place as the Company and the Investor may determine (the
“Closing”).




 






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(b)At the Closing, the Company shall deliver to the Investor
a Note representing the principal amount as is prescribed in Section 1.1 above and the Investor shall cause to be delivered to
the Company a wire transfer to the Company's order in the aggregate amount of the principal amount of the Investment as is prescribed
in Section 1.1 above.


 


2.Representations, Warranties, and Covenants of the Company.
The Company hereby represents and warrants to the Investor that:


 


2.1Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company
is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have
a material adverse effect on its business or properties.


 


2.2Authorization. All corporate actions on the part of
the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement,
the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Note and the Warrant
have been taken or will be taken prior to the Closing. This Agreement constitutes, and the Note and the Warrant when executed and
delivered in accordance with their terms will constitute, valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable remedies and (iii) as limited by applicable usury
laws.


 


2.3Compliance with Other Instruments. The Company is
not in violation or default of any provisions of its Articles of Incorporation, as amended (the "Articles"), or Bylaws
(the "Bylaws"), or, except as set forth on Schedule 1 hereof, in any material respect of any provision of a mortgage,
indenture, agreement, instrument or contract to which it is a party or by which it is bound or of any federal or state judgment
order, writ or decree, or, to its knowledge, of any statute, rule or regulation applicable to the Company. The execution, delivery
and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, including the
issuance and delivery of the Note and the Warrant, will not result in any such violation or be in material conflict with or constitute,
with or without the passage of time or giving of notice, either a material default under any such provision or an event that results
in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment,
forfeiture, or nonrenewal of any material permit, license, authorization, or approval applicable to the Company, its business
or operations, or any of its assets or properties.


 


2.4Governmental Consents. Based in part upon the representations
and warranties of the Investor in Section 3, no consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority on the part of the, Company is required in connection
with the consummation of the transactions contemplated by this Agreement, except such post-closing filings as may be required under
applicable federal and state securities laws, which will be timely filed within the applicable period therefor.




 






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2.5Sufficient Authorized Shares. The number of authorized
but unissued shares of the Company's Common Stock will be sufficient to permit conversion of the Note and the exercise of the Warrant.
From the date hereof, the Company shall at all times maintain a sufficient quantity of authorized but unissued shares of Common
Stock sufficient to permit conversion of the Note and the exercise of the Warrant. In the event the Company, for any reason, no
longer has a sufficient number of authorized but unissued shares to comply with this Section 2.5, it shall use its best efforts
to promptly authorize such shares. Upon the issuance of shares of Common Stock pursuant to the conversion of the Note and/or the
exercise of the Warrant, such shares of Common Stock shall be duly and validly issued, fully paid and nonassessable, and issued
in compliance with all applicable securities laws, as then in effect, of the United States and each of the states whose securities
laws govern the issuance of the Note and/or the Warrant pursuant to this Agreement and shall not be issued in violation of any
preemptive or similar right.


 


2.6No Brokers. No broker or finder has acted directly
or indirectly for the Company in connection with the transactions contemplated by this Agreement, and no broker or finder is entitled
to any brokerage, finder's or other fee or commission in respect thereof based in any way on agreements, arrangements or understandings
made by or on behalf of the Company and the Investor or the transactions contemplated hereby.


 


2.7Minute Books. The Company has made available to the
Investor (and will continue to make available up to the Closing) copies of the minute books of the Company. The minute books contains
records of all written actions and meetings of the Board of Directors and there have been no written actions or meetings of the
Board of Directors since the date of the last meeting in the minute books.


 


3.Representations and Warranties of the Investor. The
Investor represents and warrants severally and not jointly, with respect to the Investor, that:


 


3.1Authorization. The Investor has full capacity, power
and authority to enter into and perform this Agreement, and all actions necessary to authorize the execution, delivery and performance
of this Agreement have been taken prior to the Closing. This Agreement constitutes a valid and legally binding obligation of the
Investor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and
other laws of general application affecting the enforcement of creditors' rights generally.


 


3.2Receipt of Information. The Investor believes it,
he or she has received all the information necessary or appropriate for deciding whether to acquire the Securities. The Investor
further represents that the Investor has had an opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Securities.




 






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3.3Timely Payment. If a monthly installment payment is
more than five days late, a penalty for any Investor late payment will be $1,000 per day, provided the Company is current in its
financial filing obligations. Failure to pay within 10 days of the monthly due date (30th of each month) will make all outstanding
installment payments due immediately, provided the company is current in its financial filing obligations.


 


3.4Investment Experience. The Investor is an investor
in securities of companies in the development stage and acknowledges that the Investor is able to fend for itself, herself or himself,
can bear the economic risk of its, his or her investment and has such knowledge and experience in financial or business matters
that the Investor is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual,
the Investor also represents it has not been organized for the purpose of acquiring the Securities. The Investor further represents
that the information provided on Investor's counterpart signature page is true and accurate.


 


3.5Restricted Securities. The Investor understands that
the Securities are characterized as "restricted securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act")
only in certain limited circumstances. In connection therewith, each lender represents that it is familiar with Rule 144 under
the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


3.6Legends. To the extent applicable, each certificate
or other document evidencing any of the Securities shall be endorsed with the legend set forth below, and the Investor covenants
that, except to the extent such restrictions are waived by the Company, the Investor shall not transfer the Securities represented
by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate:


 


"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED."


 


4.Conditions of Investor's Obligations. The obligations
of the Investor hereunder are subject to the fulfillment on or before the Closing of each of the following conditions:




 






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4.1Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of such Closing.


 


4.2Performance. The Company shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before the Closing.


 


4.3Board Actions. The Company shall have delivered to
the Investor, within 10 business days upon receiving the notice of conversion, resolutions duly adopted by the Company's Board
of Directors and, to the extent required by applicable law or by the Company's Articles of Incorporation, the Company's Shareholders,
and certified by the Secretary of the Company (i) approving and authorizing the Company's execution and delivery of this Agreement,
the Note and the Warrant, and the Company's performance thereunder, and (ii) authorizing the reservation of a sufficient number
of shares of the Company's Common Stock to permit the conversion of the Note and to permit the exercise of the Warrant.


 


5. Conditions of the Company's Obligations.
The obligations of the Company with respect to the Investor under this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions:


 


5.1Representations and Warranties. The representations
and warranties of the Investor contained in Section 3 and on the Investor's signature page shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made on and as of the Closing.


 


5.2Delivery of Principal. The Investor shall have delivered
the principal amount of the Investor's Investment as is prescribed in Section 1.1.


 


6.Post-Closing Covenant of Company. During such times
as the Note is outstanding, the Company shall provide the Investor with a reasonable updates of the Company's actual and forecasted
cash position and of any reasonably significant development related to the Company or its business. Such weekly updates shall be
transmitted to the Investor via facsimile or via e-mail, at a facsimile number or e-mail address provided by the Investor.


 


7.Events of Default.


 


Upon the occurrence of any of the following specified events (each
an “Event of Default”), unless such Event of Default shall have been waived or cured prior to the exercise of the remedies
set forth below:


 


7.1 Payments. Any default by the Company in the payment when due of any principal and unpaid accrued
interest under any Note if such default is not cured by the Company within ten (10) days after the holder of such Note has given
the Company written notice of such default;




 






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7.2Representations and Warranties. Any representation
or warranty made by the Company herein shall prove to have been incorrect in any material respect on or as of the date made and
remains unremedied for a period of thirty (30) days after any Investor provides the Company with written notice of such breach;


 


7.3Post Closing Covenants. The failure of Company to
satisfy any of the post-closing covenants set forth in Section 6 hereof within the time-periods set forth therein.


 


7.4Institution of Bankruptcy Proceedings. The institution
by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under
the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition
or the appointment of a receiver, liquidator, assignee, trustee, or other similar official, of the Company, or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the
Company in furtherance of


any such action; or


 


7.5Continuation of Bankruptcy Proceedings. If, within
thirty (30) days after the commencement of an action against the Company (and service of process in connection therewith on the
Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future
statute, law or regulation, such action shall not have been resolved in favor of the Company or all orders or proceedings thereunder
affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter
be set aside, or if, within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee,
receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall
not have been vacated;


 


Then, and in any such event, and at any time thereafter, if any
events shall be continuing, the Investor shall have the option to declare the principal amount of the Note, and all accrued but
unpaid interest thereon, to be immediately due and payable upon written notice to the Company.


 


8.Miscellaneous.


 


8.1Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties (including transferees of any securities). Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


8.2Governing Law. This Agreement shall be governed by and construed under the laws of the State
of California, without giving effect to principles of conflict of laws.




 






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8.3 Counterparts. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


8.4Titles and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


8.5Notices. Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the
party to be notified or four (4) days after deposit with the United States Post Office, by registered or certified mail, postage
prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such
other address as such party may designate by advance written notice to the other parties.


 


8.6Finder's Fee. Each party represents that it neither
is nor will be obligated for any finders' fee or commission in connection with this transaction.


 


8.7Entire Agreement. This Agreement and the other documents
delivered pursuant hereto constitute the entire agreement among the parties and no party shall be liable or bound to any other
party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.


 


8.8Amendment and Waiver. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and the Investor. This provision shall not affect the
amendment and waiver provisions of the Note. Any waiver or amendment effected in accordance with this section shall be binding
upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities,
and the Company.


 


8.9Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.


 


8.10Survival. The representations, warranties, covenants
and agreements made herein shall survive the Closing for a period of 12 months.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.







 


VG Life Sciences,
Inc.


 


/s/ John P. Tynan


By: John P. Tynan


Title: President
& CEO


 





 


Mr. Ken Kopf


 


/s/ Ken Kopf


By: Mr. Ken Kopf


 


 


 






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EXHIBIT A


 


VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY
NOTE


 


THIS CONVERTIBLE PROMISSORY NOTE (“Note”)
is issued as of March 1, 2014 (the “Original Issue Date”), by VG Life Sciences, Inc., a Delaware corporation (the “Company”),
in an aggregate principal amount of $30,000.00.


 


Terms not otherwise defined herein shall have
the meanings given in Section 6 below.


 


FOR VALUE RECEIVED, which shall be the substitution
of this Convertible Promissory Note for the Unsecured Convertible Debenture in the amount of Thirty Thousand Dollars ($30,000.00)
issued to Mr. Ken Kopf. (the “Holder”) on August 12, 2012, the Company promises to pay to the Holder, the principal
sum of Thirty Thousand Dollars ($30,000.00), on or before September 15, 2015 (the “Maturity Date”) and to pay interest
to the Holder on the principal sum, at the rate per annum of eight percent (8%). Interest shall accrue daily commencing on the
Original Issue Date until payment in full of the principal sum, together with all accrued and unpaid interest, has been made or
duly provided for. Interest shall be calculated on the basis of a 360-day year. Interest hereunder will be due and payable at the
Maturity Date, to the person in whose name this Note is registered on the records of the Company (the “Note Register”).
The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts, at the address of the Holder last appearing on the Note Register.
A transfer of the right to receive principal and interest under this Note shall be transferable only through an appropriate entry
in the Note Register as provided herein.


 


This Note is subject to the following additional
provisions, which replace in every respect the terms and provisions of the aforementioned Unsecured Convertible Debenture:


 


Section 1. Convertible Note and Warrant
Purchase Agreement. This Note is issued pursuant to that certain Convertible Note and Warrant Purchase Agreement (the “Agreement”)
between the Company and Holder dated as of March 1, 2014. This Note is subject to, and qualified by, all the terms and conditions
set forth in the Agreement.


 


Section 2.Events of Default.


 


Section 2.1 Events of Default Defined;
Acceleration of Maturity. If an Event of Default (as defined in the Agreement) has occurred then upon the occurrence of any
such Event of Default, the Holder may, by notice to the Company, declare the unpaid principal amount of the Notes to be, and the
same shall forthwith become, due and payable, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company, together with the interest accrued thereon and all other amounts payable by the Company hereunder
and pursue all of Holder’s rights and remedies hereunder and under the other Loan Documents and all other remedies available
to Holder under applicable law.




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Section 3.Optional Conversion.


 


(a) The outstanding principal and all accrued
and unpaid interest of this Note shall be convertible, at the option of the Holder, into shares of common stock of the Company
(“Common Stock”) at the Conversion Ratio, at the option of the Holder, in four equal tranches (25% each) on the following
dates: December 15, 2014, March 15, 2015, June 15, 2015, and September 15, 2015. Further, the Holder also has the right to convert
at the Conversion Ratio at any time prior to September 15, 2015, except that any lock-up restrictions will remain in effect. Any
conversion under this Section 3(a) shall be of a minimum amount of US $5,000 of Notes. The Holder shall effect conversions
by surrendering the Notes (or such portions thereof) to be converted to the Company, together with the form of conversion notice
attached hereto as Exhibit A (the “Conversion Notice”) in the manner set forth in Section 3(h). Each
Conversion Notice shall specify the principal amount of Notes to be converted and the date on which such conversion is to be effected
(the “Conversion Date”). Subject to Section 3(b), each Conversion Notice, once given, shall be irrevocable.
If the Holder is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion
Notice, the Company shall promptly deliver to the Holder a new Note for such principal amount as has not been converted.


 


(b) Not later than ten (10) Business Days after
the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates containing the restrictive legends
and trading restrictions required by law, if any, representing the number of shares of Common Stock being acquired upon the conversion
of Notes and (ii) Notes in principal amount equal to the principal amount of Notes not converted; provided, however that
the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any
Notes, until Notes are either delivered for conversion to the Company or any transfer Holder for the Notes or Common Stock, or
the Holder notifies the Company that such Notes have been lost, stolen or destroyed and provides a lost instrument indemnity to
the Company to indemnify the Company from any loss incurred by it in connection therewith. If such certificate or certificates
are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company
at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event
the Company shall immediately return the Notes tendered for conversion.


 


(c)     (i) The conversion price (“Conversion
Price”) for each Note in effect on any Conversion Date shall be 10% less than the lowest 3 day average during the period
beginning July 16, 2013 and ending September 15, 2013, subject to adjustment as otherwise contemplated by this Section 3(c).


 


(ii)The Conversion Price shall be subject to adjustment as follows:


 


(A) In case the Company shall (i) pay a dividend
in shares of its capital stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of the
Company, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter
surrendered for conversion shall be entitled to received the number of shares of Common Stock which he would have owned or have
been entitled to receive after the happening of any of the events described above, had this Note been converted immediately prior
to the happening of such event. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment
made pursuant to this subdivision (A) shall become effective retroactively immediately after the record date in the case of a dividend
and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.




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(B) If, at any time while this Note is outstanding,
the Company takes any voluntary action or any event occurs as to which the foregoing subdivisions not strictly applicable, but
the failure to make an adjustment in the Conversion Price hereunder would not fairly protect the rights, without dilution, represented
by this Note, then the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note shall
be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive after the happening
of any such action or event, had this Note been converted immediately prior to the happening of any such action or event.


 


(d) The Company covenants that it will at all
times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion
of Notes as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the
holders of Notes, such number of shares of Common Stock as shall be issuable upon the conversion of the aggregate principal amount
of all outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be
duly and validly authorized, issued and fully paid and nonassessable.


 


(e) Upon a conversion hereunder the Company
shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may, if otherwise permitted,
make a cash payment in respect of any final fraction of a share based on the Conversion Price at such time.


 


(f) The issuance of certificates for shares
of Common Stock on conversion of Notes shall be made without charge to the Holder for any documentary stamp or similar taxes that
may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay
any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion
in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until
the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.




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(g)Notes converted into Common Stock shall be canceled.


 


(h)Each Conversion Notice shall be given by facsimile and by
mail, postage prepaid, addressed to the Chief Financial Officer of the Company of VG Life Sciences Inc. located 121 Gray Avenue,
Suite 200, Santa Barbara, CA 93101. Any such notice shall be deemed given and effective upon the earliest to occur of (i) receipt
of such facsimile at the facsimile telephone number specified in this Section 3(h), (ii) five days after deposit in the
United States mails or (iii) upon actual receipt by the party to whom such notice is required to be given.


 


 


Section 4. Mandatory Conversion.


 


(a) In the event Holder has not elected to
convert all of the principal and interest remaining owing under this Note on or prior to the Maturity Date, the then outstanding
principal and accrued and unpaid interest amount of this Note shall, without further action by the Holder or the Company, be automatically
converted in whole into that number of shares of Common Stock of the Company at the Conversion Ratio on the Maturity Date (the
“Mandatory Conversion Date”).


 


(b) Not later than ten (10) Business Days after
the Mandatory Conversion Date, the Company will deliver to the Holder a certificate or certificates containing the restrictive
legends and trading restrictions required by law, if any, representing the number of shares of Common Stock being acquired upon
the mandatory conversion of this Note; provided, however that the Company shall not be obligated to issue certificates evidencing
the equity securities issuable upon conversion of this Note, until the Note is either delivered for conversion to the Company or
any transfer Holder of the Note or Common Stock, or the Holder notifies the Company that the Note have been lost, stolen or destroyed
and provides a lost instrument indemnity or bond to the Company to indemnify the Company from any loss incurred by it in connection
therewith. The Company covenants and agrees that it shall comply with Sections 3(d) through (g) with respect to any
mandatory conversion and such sections are incorporated by reference herein.


 


Section 5.Payment of Principal and Redemption.


 


(a) To the extent not converted in full on
or prior to the Maturity Date, as contemplated herein, then the outstanding principal balance of this Note shall be due and payable
in full on the Maturity Date. Prior to the Mandatory Conversion Date this Note may not be prepaid.


 


(b) Nothing in this Section 5 shall impair
the Holder’s right to convert this Note pursuant to Section 3 prior to the Mandatory Conversion Date.


 


Section 6. Definitions. For the
purposes hereof, the following terms shall have the following meanings:


 


“Business Day” shall mean any day, except a Saturday,
Sunday or other day on which commercial banks in the State of California are authorized or required by law to close.




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“Conversion Ratio” means, at any
time, a fraction, of which the numerator is the outstanding principal amount represented by any Note plus accrued but unpaid interest,
and of which the denominator is the Conversion Price at such time.


 


“Original Issue Date” means the
date of the first issuance of this Note regardless of the number transfers hereof.


 


Section 7. Stockholder Rights.
This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.


 


Section 8. Lost Note. If this
Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and
upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed debenture, a new Note for
the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft
or destruction of such Note, and of the ownership hereof, and indemnity or bond, if requested, all reasonably satisfactory to the
Company.


 


Section 9. Governing Law. This
Note shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts
of laws thereof.


 


Section 10. Notices. All notices
or other communications hereunder shall be given, and shall be deemed duly given and received, if given, in the manner set forth
in Section


5(h).


 


Section 11. Waiver. Any waiver
by the Company or the Holder a breach of any provision of this Note shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to
insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in
writing.


 


Section 12. Severability. If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.


 






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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by an officer thereunto duly authorized as of the date first above indicated.




 


 





	 	VG LIFE SCIENCES, INC.,

a Delaware corporation
	 	 
	 	 
	 	By: /s/ John P. Tynan
	 	Name: John P. Tynan
	 	Title: President 



 


 


 


 



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EXHIBIT A


 


 


 


 


NOTICE OF CONVERSION


AT THE ELECTION OF HOLDER


 


(To be Executed by the Registered Holder in order to Convert the
Note)


 


The undersigned hereby irrevocably elects to
convert the above Note into shares of Common Stock, no par value per share (the “Common Stock”), of VG Life Sciences,
Inc. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged
to the Holder for any conversion, except for such transfer taxes, if any.




 


 





	Conversion calculations:	
	 	Date to Effect Conversion
	 	 
	 	 
	 	Principal Amount of Notes to be Converted





	 	 
	 	 
	 	Applicable Conversion Price





	 	 
	 	 
	 	 
		Signature
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	 
	 	Address:


 






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EXHIBIT B


 


WARRANT TO PURCHASE STOCK


 


Company: VG Life Sciences Inc.


Number of Shares: 120,000


Class of Stock: Common


Initial Exercise Price Per Share: $0.45


Issue Date: March 1, 2014


 


THIS WARRANT CERTIFIES THAT, for the agreed
upon value of $1.00 and for other good and valuable consideration, Mr. Ken Kopf, (“Holder”) is entitled to purchase
the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of VG Life Sciences Inc.
(the “Company” or “VGLS”) at the initial exercise price per Share ( the “Warrant Price”) all
as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions
set forth of this Warrant, and in consideration of the Holder entering into the Convertible Promissory Note and Warrant Purchase
Agreement dated March 1, 2014 in the amount of Thirty Thousand Dollars ($30,000.00).


 


ARTICLE 1. EXERCISE


 


1.1 Method of Exercise. Holder may exercise
this Warrant by delivering a duly executed Notice of Exercise is substantially the form attached as Appendix 1 to the principal
office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holders shall also deliver to
the Company a check for the aggregate Warrant Price for the Shares being purchased.


 


1.2 Conversion Right. In lieu of exercising
this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number
of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon
exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market
value of the Shares shall be determined pursuant Section 1.4.


 


1.3 No Rights Shareholder. This Warrant
does not entitle Holder to any voting rights as a shareholder of the company prior to the exercise hereof.


 


1.4 Fair Market Value. For purposes
of Section 1.2, if the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of
the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business
day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market,
the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding,
if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder
shall promptly agree upon a reputable investment banking or public accounting firm to undertake such valuation. If the valuation
of such investment banking firm is greater than that determined by the Board of Directors, then all fees and expenses of such investment
banking firm shall be paid by the company. In all other circumstances, such fees and expenses shall be paid by Holder.




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1.5 Delivery of Certificate and New Warrant.
Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired
and, if this Warrant has not been fully exercised or converted and has not been fully exercised or converted and has not expired,
a new Warrant representing the Shares not so acquired.


 


1.6 Replacement of Warrants. On receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver,
in lieu of this Warrant, a new warrant of like tenor.


 


1.7Repurchase on Sale, Merger, or Consolidation of the Company


 


1.7.1  “Acquisition”
 For the purpose of this Warrant, “Acquisition” means (a) the closing of the sale, transfer or other disposition of
all or substantially all of the VGLS’s assets, (b) the consummation of the merger or consolidation of VGLS with or into
another entity (except a merger or consolidation in which the holders of capital stock of VGLS immediately prior to such merger
or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of VGLS or the surviving
or acquiring entity), or any transaction or series of transactions to which VGLS is a party in which in excess of fifty percent
(50%) of VGLS’s voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual
property of VGLS to a third party.


 


1.7.2 Assumption of Warrant. Upon the
closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable
for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion
of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price
shall be adjusted accordingly.


 


1.7.3 Purchase Right. Notwithstanding
the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the
closing of any Acquisition for an amount equal to (a) the fair market value of any consideration that would have been received
by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record
date for determining the shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Warrant
Price of the Shares, but in no event less than zero.


 


ARTICLE 2. ADJUSTMENTS TO THE SHARES.




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2.1 Stock Dividends, Splits, Etc. If
the Company declares or pays a dividend on its common stock ( or the Shares if the Shares are securities other than common stock
) payable in common stock, or other securities, subdivides the outstanding common stock into a greater amount of common stock,
or, if the Shares are securities other than common stock, subdivides the Shares in a transaction that increases the amount of common
stock into which the Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares
of record as of the date the dividend or subdivision occurred.


 


2.2 Reclassification, Exchange or Substitution.
Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities
issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this
Warrant, the number and kind of securities and property that Holder would have received for the shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic
conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant
to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s
common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property.
The new adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number
of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events.


 


2.3 Adjustments for Combinations, Etc.
If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant
price shall be proportionately increased.


 


2.4 Adjustments for Diluting Issuances.
The number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time
in the manner set forth in the Company’s Certificate of Incorporation with respect to issuance of securities for a price
lower than certain prices specified in the Certificate of Incorporation.


 


2.5 No Impairment. The Company shall
not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution,
issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out
of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment. If the Company takes any action affecting the Shares or its common stock other than
as described above that adversely affects Holder’s rights under this Warrant, the Warrant Price shall be adjusted downward
and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant
price of this Warrant is unchanged.




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2.6 Fractional Shares.  No fractional
Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down
to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder amount computed by multiplying the fractional interest by the fair market
value of a full Share.


 


2.7 Certificate as to Adjustments. Upon
each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with
a certificate of its Chief Financial officer setting forth such adjustment and the facts upon which such adjustment is based. The
Company shall, upon written request, furnish Holder a certificate setting forth the Warrant price in effect upon the date thereof
and the series of adjustments leading to such Warrant Price.


 


ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1 Representations and Warranties.
The Company hereby represents and warrants to the Holder that all Shares which may be issued upon the exercise of the purchase
right represented by this Warrant and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state securities laws.


 


3.2 Notice of Certain Events. If the
company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property, stock
or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class
or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate
with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering
of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least
20 days prior written notice of the date on which a record will be taken for such dividend, distribution or subscription rights
(and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any,
in respect of the matters referred to in (c) and (d) above; 2 in the case of the matters referred to in (c) and (d) above at least
20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common
stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration
rights.


 


3.3 Information Rights. So long as the
Holder holds this Warrant and /or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies
of all notices or other written communications to the shareholders of the Company, (b) within ninety (90) days after the end of
each fiscal year of the Company, the annual financial statements of the Company.




    	 



    	 



    

3.4 Registration Under Securities Act of
1933, as amended.  The Company agrees that the Shares shall be subject to the registration rights granted to any other holders
of the Company’s common stock.


 


ARTICLE 4. MISCELLANEOUS.


 


4.1 Term. This Warrant is exercisable,
in whole or in part, at any time and from time to time on or after the fourth anniversary of the Issue Date hereof and up to and
including the fifth anniversary of the Issue Date.


 


4.2 Legends.  This Warrant and the Shares
(and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


4.3 Compliance with Securities Laws on Transfer.
This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable , directly or indirectly, upon
conversion of the shares, if any) may not be transferred or assigned in whole or in part without compliance with limitation, the
delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonable requested
by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder
or if there is no material question as to the availability of current information as referenced in rule 144(c), Holder represents
that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule
144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.


 


4.4 Transfer Procedure. Subject to the
provisions of Section 4.2, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant
(or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the
portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the company for reissuance to the transferee(s) (and Holder if applicable).


 


4.5 Notices. All notices and other communications
from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-
class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as
the case my be, in writing by the Company or such holder from time to time.




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4.6 Waiver. This Warrant and any term
hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.


 


4.7 Attorneys Fees. In the event of
any dispute between the parties concerning the terms and provisions of this Warrant , the party prevailing in such dispute shall
be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.


 


4.8 Governing Law.  This Warrant shall
be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding
conflicts of law.




 


 


 





	 	/s/ John P. Tynan
	 	 
	 	By: John P. Tynan
	 	 
	 	Title: President & CEO



 


 






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APPENDIX 1


 


 


 


NOTICE OF EXERCISE


 


 


 


 


1. The undersigned hereby elects to convert
the attached Warrant into in the manner specified in the Warrant. This conversion is exercised with respect to ______of the Shares
covered by the Warrant.


 


2. Please issue a certificate or certificates representing said
shares in the name of the undersigned or in such other name as is specified below:


 


 


 


 






(Name)


 


 


 


 


 



 





 









(Address)


 


3. The undersigned represents it is acquiring
the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution
thereof except in compliance with applicable securities laws.




 


 


 





	 	 	 
	(Date)	 	(Signature)



 


 


 


 



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